EXHIBIT 10.7
WORKING COPY OF
CADMUS DEFERRED COMPENSATION PLAN
(As Adopted Effective July 1, 1995)
As of April 1, 1996 Including:
First Amendment dated June 30, 1995
Second Amendment dated December 18, 1995
Third Amendment dated February 16, 1996
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TABLE OF CONTENTS
Page
ARTICLE I
Definition of Terms
1.1 Accrued Benefit........................................................ 1
1.2 Act.................................................................... 1
1.3 Active Participant..................................................... 1
1.4 Administrator.......................................................... 1
1.5 Affiliate.............................................................. 1
1.6 Beneficiary............................................................ 1
1.7 Board.................................................................. 1
1.8 Code................................................................... 1
1.9 Compensation........................................................... 2
1.10 Deferral Account....................................................... 2
1.11 Deferral Contributions................................................. 2
1.12 Effective Date......................................................... 2
1.13 Eligible Employee...................................................... 2
1.14 Employee............................................................... 2
1.15 Employer............................................................... 2
1.16 Fund................................................................... 2
1.17 Inactive Participant................................................... 3
1.18 Participant............................................................ 3
1.19 Plan................................................................... 3
1.20 Plan Sponsor........................................................... 3
1.21 Plan Year.............................................................. 3
1.22 Trust Agreement........................................................ 3
1.23 Trustee................................................................ 3
1.24 Valuation Date......................................................... 3
1.25 Valuation Period....................................................... 3
ARTICLE II
Eligibility and Participation
2.1 Eligibility............................................................ 3
2.2 Annual Election Required for Annual Active Participation............... 3
2.3 Commencement of Active Participation................................... 4
2.4 Termination of Active Participation.................................... 4
2.5 Length of Participation................................................ 4
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ARTICLE III
Deferral Account, Contributions and Adjustments
3.1 Deferral Account....................................................... 4
3.2 Deferral Contributions................................................. 4
3.3 Subtractions from Deferral Account..................................... 5
3.4 Crediting of Deemed Earnings or Loss to Deferral Accounts.............. 5
3.5 Equitable Adjustment in Case of Error or Omission...................... 5
3.6 Statement of Deferral Account Balance.................................. 6
ARTICLE IV
Vesting
4.1 Vesting in Accrued Benefit............................................. 6
ARTICLE V
Death Benefit
5.1 Death after Benefit Commencement....................................... 6
5.2 Death before Benefit Commencement...................................... 6
5.3 Beneficiary Designation................................................ 6
ARTICLE VI
Payment of Benefits
6.1 Time and Form of Payment............................................... 7
6.2 Benefit Determination and Payment Procedure............................ 8
6.3 Payments to Minors and Incompetents.................................... 8
6.4 Distribution of Benefit When Distributee Cannot Be Located............. 8
6.5 Claims Procedure....................................................... 8
ARTICLE VII
Withdrawals
7.1 Hardship Withdrawals................................................... 9
7.2 No Other Withdrawals Permitted......................................... 10
ARTICLE VIII
Funding
8.1 Funding................................................................ 10
8.2 Use of Trust........................................................... 11
8.3 Fund Divisions......................................................... 11
8.4 Participant Investment Directions...................................... 11
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ARTICLE IX
Fiduciaries
9.1 Fiduciaries and Duties and Responsibilities............................ 12
9.2 Limitation of Duties and Responsibilities of Fiduciaries............... 13
9.3 Service by Fiduciaries in More Than One Capacity....................... 13
9.4 Allocation or Delegation of Duties and Responsibilities by Fiduciaries. 13
9.5 Assistance and Consultation............................................ 13
9.6 Compensation and Expenses.............................................. 13
9.7 Indemnification........................................................ 13
ARTICLE X
Plan Administrator
10.1 Appointment of Plan Administrator...................................... 13
10.2 Plan Sponsor as Plan Administrator..................................... 13
10.3 Procedure if a Committee............................................... 13
10.4 Action by Majority Vote if a Committee................................. 14
10.5 Appointment of Successors.............................................. 14
10.6 Duties and Responsibilities of Plan Administrator...................... 14
10.7 Power and Authority.................................................... 14
10.8 Availability of Records................................................ 14
10.9 No Action with Respect to Own Benefit.................................. 14
ARTICLE XI
Amendment and Termination of Plan
11.1 Amendment or Termination of the Plan................................... 15
11.2 Effect of Employer Merger, Consolidation or Liquidation................ 15
ARTICLE XII
Miscellaneous
12.1 Headings............................................................... 15
12.2 Gender and Number...................................................... 15
12.3 Governing Law.......................................................... 15
12.4 Employment Rights...................................................... 16
12.5 Conclusiveness of Employer Records..................................... 16
12.6 Right to Require Information and Reliance Thereon...................... 16
12.7 Alienation and Assignment.............................................. 16
12.8 Notices and Elections.................................................. 16
12.9 Delegation of Authority................................................ 16
12.10 Service of Process..................................................... 16
12.11 Construction........................................................... 16
ARTICLE XIII
Adoption by Additional Employers
13.1 Adoption by Additional Employers....................................... 17
13.2 Termination Events with Respect to Employers Other
Than the Plan Sponsor.................................................. 17
Appendix A - List of Available Investment Funds
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THIS PLAN is adopted as of July 1, 1995 by Cadmus Communications
Corporation, a Virginia corporation (the "Plan Sponsor"), for itself and for
other participating employers who may participate in the Plan as provided herein
(collectively or individually hereinafter called the "Employer");
WITNESSETH:
WHEREAS, the Employer deems it appropriate to provide for the deferral of
compensation by certain of its key management and highly compensated employees
pursuant to the terms of the Plan in consideration for each such person's future
services;
NOW, THEREFORE, this Plan provides as follows:
ARTICLE I
Definition of Terms
The following words and terms as used in this Plan shall have the meaning
set forth below, unless a different meaning is clearly required by the context:
1.1 "Accrued Benefit": The balance in a Participant's Deferral Account, as
adjusted pursuant to the provisions of the Plan.
1.2 "Act": The Employee Retirement Income Security Act of 1974, as the same
may be amended from time to time, or the corresponding section of any
subsequent legislation which replaces it, and, to the extent not
inconsistent therewith, the regulations issued thereunder.
1.3 "Active Participant": A Participant who is an Eligible Employee with an
election in force to make Deferral Contributions to the Plan at the time
in question.
1.4 "Administrator": The Plan Administrator provided for in ARTICLE X hereof.
1.5 "Affiliate": Any subsidiary, parent, affiliate or other business entity
related to the Plan Sponsor by at least eighty percent (80%) ownership (as
determined by the Plan Sponsor).
1.6 "Beneficiary": The person or persons designated by a Participant or
otherwise entitled pursuant to paragraph 5.3 to receive benefits under the
Plan attributable to the Participant after the death of the Participant.
1.7 "Board": The present and any succeeding Board of Directors of the Plan
Sponsor, unless such term is used with respect to a particular Employer
and its Employees, in which event it shall mean the present and any
succeeding Board of Directors of that Employer. Any Executive Committee or
other committee of the Board may act on the Board's behalf in any matter
pertaining to the Plan where such committee is duly empowered to do so.
1.8 "Code": The Internal Revenue Code of 1986, as the same may be amended from
time to time, or the corresponding section of any subsequent Internal
Revenue Code, and, to the extent not inconsistent therewith, regulations
issued thereunder.
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1.9 "Compensation":
1.9(a)With respect to all aspects of the Plan other than 1996 Vacation
Cashout Deferrals, a Participant's incentive pay under the Plan
Sponsor's executive compensation plan paid or payable with respect
to a Plan Year for personal services rendered to the Employer as an
Eligible Employee, including that portion of such compensation which
is electively deferred under or contributed to this Plan or any
other plan, whether a deferred compensation or cafeteria plan, of
the Employer for such Plan Year, but excluding any such compensation
deferred or contributed from a prior period, expense reimbursement
and allowances, stock option or stock right income and benefits not
normally paid in cash to the Participant. This Compensation is
sometimes referred to as Incentive Pay Compensation.
1.9(b)With respect to 1996 Vacation Cashout Deferrals, a Participant's
available cashout from the Employer of accrued vacation scheduled to
be made on or about April 1, 1996. This Compensation is sometimes
referred to as 1996 Vacation Accrual Cashout Compensation.
1.10 "Deferral Account": The bookkeeping account of a Participant
attributable to his Deferral Contributions, and any deemed earnings
thereon, under the Plan. Separate subdivisions of each Participant's
Deferral Account shall be maintained to reflect each Plan Year's Deferral
Contributions attributable to Incentive Pay Compensation. A separate
subdivision of each Participant's Deferral Account shall be maintained
to reflect Deferral Contributions attributable to 1996 Vacation Accrual
Cashout Compensation.
1.11 "Deferral Contributions": The amount of Compensation deferred by a Participant
pursuant to his election under the Plan.
1.12 "Effective Date": July 1, 1995.
1.13 "Eligible Employee": An Employee who is covered by the Plan Sponsor's
executive compensation plan, unless designated as ineligible for active
participation by the Plan Sponsor. The Plan Sponsor in its discretion may
from time to time exclude one or more Employees from active participation
in the Plan by name or job description or may set pay level or other
additional criteria for eligibility for active participation in the Plan.
1.14 "Employee": An individual who is employed in the service of the Employer
as a common law employee.
1.15 "Employer":
1.15(a) With respect to determining active participation in the Plan,
Eligible Employees and Compensation, the Plan Sponsor and each Affiliate
with one or more employees covered by the Plan Sponsor's executive
compensation plan.
1.15(b) Employment with an Affiliate shall be considered employment with
the Employer for all purposes of the Plan other than determining active
participation in the Plan, Eligible Employees and Compensation.
1.16 "Fund":
1.16(a) If a trust fund is established and maintained for the Plan
pursuant to a Trust Agreement, that trust fund, which shall consist
of the Fund divisions described in paragraph 8.3 and Appendix A to
the Plan.
1.16(b) If a trust fund is not established and maintained for the Plan
pursuant to a Trust Agreement, that separate account maintained by
the Plan Sponsor to hold and invest contributions to the Plan, which
shall consist of the Fund divisions described in paragraph 8.3 and
Appendix A to the Plan.
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1.17 "Inactive Participant": A Participant who is not an Active Participant.
1.18 "Participant": An Eligible Employee who elects to participate in the Plan,
for so long as he is considered a Participant, as provided in ARTICLE II
hereof.
1.19 "Plan": This document as contained herein or duly amended. The plan
maintained pursuant hereto shall be known as the "Cadmus Deferred
Compensation Plan".
1.20 "Plan Sponsor": Cadmus Communications Corporation, a Virginia corporation,
or any successor thereto.
1.21 "Plan Year": The year commencing on the first day of July of each year.
1.22 "Trust Agreement": The agreement, if any, by and between the Plan Sponsor
and the Trustee under which the Fund, if any, is maintained. No such
agreement has been entered into as of the Effective Date of the Plan.
1.23 "Trustee": The person(s) serving from time to time as trustee of the Fund
pursuant to any trust Agreement.
1.24 "Valuation Date": Each business day (based on the days the underlying
investment funds are valued and transactions are effectuated in the
applicable financial markets) of the Plan Year (which Valuation Date is
sometimes referred to as a "daily" Valuation Date), or such other dates
(which must be at least annually) as the Administrator may designate from
time to time.
1.25 "Valuation Period": The period from one Valuation Date to and including
the next following Valuation Date.
ARTICLE II
Eligibility and Participation
2.1 Eligibility. Each Eligible Employee shall be eligible to participate in
the Plan by becoming an Active Participant.
2.2 Annual Election Required for Annual Active Participation.
2.2(a) Active participation in the Plan is available and must be elected
on a Plan Year by Plan Year basis. An Eligible Employee may elect
to become an Active Participant for a Plan Year by executing a
"Deferred Compensation Election" for that Plan Year and timely
filing it with the Administrator at such time as the Administrator
may require by the 15th day of the sixth month of the Plan Year or,
in the case of his commencement of eligibility to participate as
provided in clause (ii) of paragraph 2.3, within thirty (30) days
after he is first eligible to become an Active Participant for the
Plan Year.
2.2(b) In addition to elections pursuant to subparagraph 2.2(a), an
Eligible Employee may elect to become an Active Participant, and an
Active Participant may elect to enhance his Deferral Contributions,
for the July 1, 1995 through June 30, 1996 Plan Year (the "1995-96
Plan Year") by executing a special "Deferred Compensation Election"
known as a "1996 Vacation Cashout Deferred Compensation Election"
for that Plan Year and timely filing it with the Administrator at
such time as the Administrator may require by the 30th day of
December, 1995.
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2.3 Commencement of Active Participation.
2.3(a) An Eligible Employee shall become an Active Participant for a Plan
Year as of the following applicable time for which he timely files
a Deferred Compensation Election:
(i) As of the first day of the Plan Year, or
(ii) In the case of his first becoming eligible for the Plan Year
as of a date after the 15th day of the fifth month of the Plan
Year, as of the date he becomes an Eligible Employee.
2.3(b) In addition to elections pursuant to subparagraph 2.3(a), an
Eligible Employee may elect to become an Active Participant for
the 1995-96 Plan Year solely with respect to his 1996 Vacation
Accrual Cashout Compensation by executing a "1996 Vacation Cashout
Deferred Compensation Election" for that Plan Year and timely
filing it with the Administrator at such time as the Administrator
may require by the 30th day of December, 1995.
2.4 Termination of Active Participation. A Participant who is an Active
Participant for a Plan Year shall cease to be an Active Participant for
the Plan Year if and when he ceases to be an Eligible Employee during the
Plan Year, in which case he may not again become an Active Participant
until a subsequent Plan Year. A leave of absence (whether paid or unpaid)
shall not be considered cessation of status as an Eligible Employee for
this purpose.
2.5 Length of Participation. An Eligible Employee who becomes a Participant
shall be or remain a Participant for so long as he is an Eligible Employee
with a Deferral Contribution Election in effect or is entitled to future
benefits under the terms of the Plan.
ARTICLE III
Deferral Account, Contributions and Adjustments
3.1 Deferral Account.
3.1(a) The Employer shall establish and maintain on its books a Deferral
Account, and appropriate subdivisions thereof, for each Participant
to reflect the Participant's Accrued Benefit under the Plan.
3.1(b) The balance in the Deferral Account of a Participant shall consist
of his Deferral Contributions credited to him under paragraph 3.2,
subtractions pursuant to paragraph 3.3 and deemed earnings or loss
thereon determined pursuant to paragraph 3.4.
3.2 Deferral Contributions.
3.2(a) An Active Participant shall elect to make Deferral Contributions
with respect to each Plan Year in that amount or percentage of his
Compensation equal to all or that portion of his Compensation as is
permitted to be contributed and as is specified by him in his
Deferred Compensation Election. Deferral Contributions shall be
based only on Compensation earned and payable for periods the
Deferred Compensation Election is in effect.
3.2(b) A Participant shall have no unilateral right to change or terminate
his election to make Deferral Contributions during a Plan Year once
the election filing deadline has passed.
3.2(c) Each Deferral Contribution is intended to be an elective salary
reduction contribution which shall be withheld from a Participant's
Compensation otherwise payable to him for a Plan Year.
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3.2(d) Deferral Contributions made by a Participant for a Valuation Period
shall be credited to his Deferral Account as of the date an amount
equal to each Deferral Contribution is credited on the accounting
records of the Plan as directed by the Administrator, which date
shall be no later than the end of the calendar month following the
month the Compensation from which such contribution is deducted
would otherwise have been paid to him. Notwithstanding the
foregoing, if the Participant does not have other compensation from
which any taxes required to be withheld with respect to his
Deferral Contributions can be withheld or the Participant does not
make other arrangements satisfactory to the Administrator for
payment of the same, the amount of the Participant's Deferral
Contributions credited to his Deferral Account under the Plan may
at the direction of the Administrator be reduced by any taxes
required to be withheld therefrom and not otherwise provided for.
3.3 Subtractions from Deferral Account. All distributions (including any
withheld income or other taxes) shall be subtracted from a Participant's
Deferral Account and the applicable subdivision thereof when made.
3.4 Crediting of Deemed Earnings or Loss to Deferral Accounts.
3.4(a) As of each Valuation Date, there shall be credited to each
Participant's Deferral Account an amount representing deemed
earnings or loss on the "valuation balance" of such account for the
Valuation Period. A Participant's "valuation balance" is the total
of the balance in the account as of the beginning of the Valuation
Period, plus that portion, if any, of his Deferral Contributions
for the Valuation Period (as determined by the Administrator in its
discretion to approximate the portion of the Valuation Period
during which such contributions were held in the Fund during the
Valuation Period), less distributions from his account during the
Valuation Period.
3.4(b) Such deemed earnings or loss shall be determined as follows:
(i) For Valuation Periods during which the Fund is maintained and Plan
benefits may be paid therefrom because the Plan Sponsor or any other
Employer is not insolvent, such earnings or loss shall be based on
the net investment rate of return or loss of the Fund division(s) in
which the Participant's Accrued Benefit under the Plan is considered
invested for the Valuation Period, determined separately for each
Fund division and the portion of the Participant's Accrued Benefit
considered invested in each such Fund division, based on the
Participant's applicable or deemed investment directions pursuant to
paragraph 8.4. The net investment rate of return or loss means
earnings or loss (including valuation changes) for the Valuation
Period of the Fund compared to the aggregate valuation balances
sharing in those earnings or loss.
(ii) For Valuation Periods during which the Fund is not maintained or
Plan benefits may not be paid therefrom because the Plan Sponsor or
any other Employer is insolvent, such earnings or loss shall be
based on an annual rate determined for each Plan Year and equal to
the prime rate of interest published in The Wall Street Journal in
effect on the first day of the Plan Year containing the period in
question. If such rate is not published for any Plan Year, the
Administrator shall determine the annual rate for such Plan Year
with reference to the average prime lending rate of NationsBank of
North Carolina, N.A. or its successor, determined at the end of each
Valuation Period, less one percent.
3.4(c) Notwithstanding the other provisions of this ARTICLE III, whenever
the Plan accounting is based on daily Valuation Dates, the valuation
adjustments to Participants' accounts shall be effected on such
basis and subject to such rules and procedures as the Administrator
may determine to reflect daily accounting.
3.5 Equitable Adjustment in Case of Error or Omission. Where an error or
omission is discovered in the account of a Participant, the Administrator
shall be authorized to make such equitable adjustment as it deems
appropriate.
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3.6 Statement of Deferral Account Balance. Within ninety (90) days after the
end of each Plan Year and at the date a Participant's Accrued Benefit
becomes payable under the Plan, the Administrator shall provide to each
Participant (or, if deceased, to his Beneficiary) a statement of the
balance as of such date of his Accrued Benefit.
ARTICLE IV
Vesting
4.1 Vesting in Accrued Benefit. A Participant's Accrued Benefit shall be fully
vested and non-forfeitable at all times.
ARTICLE V
Death Benefit
5.1 Death after Benefit Commencement. If a Participant dies after his Accrued
Benefit has begun to be paid to him, the benefits payable under the Plan
after his death shall be the remainder of his Accrued Benefit, if any,
payable as provided under the form of payment being made to him at his
death. Such benefits shall be paid to his Beneficiary.
5.2 Death before Benefit Commencement. If a Participant dies before his
Accrued Benefit has begun to be paid to him, his Accrued Benefit under the
Plan shall be paid to his Beneficiary at the time and in the manner
described in ARTICLE VI.
5.3 Beneficiary Designation.
5.3(a) Each Participant shall have the right to notify the Administrator
in writing of any designation of a Beneficiary to receive, if
alive, benefits under the Plan in the event of his death. Such
designation may be changed from time to time by notice in writing
to the Administrator.
5.3(b) If a Participant dies without having designated a Beneficiary, or
if the Beneficiary so designated has predeceased the Participant
or, except when his Beneficiary is his spouse, cannot be located by
the Administrator within one year after the date when the
Administrator commenced making a reasonable effort to locate such
Beneficiary, then his surviving spouse, or if none, then his
descendants, per stirpes, or if none, then the executor or the
administrator of his estate shall be deemed to be his Beneficiary.
5.3(c) Any Beneficiary designation may include multiple, contingent or
successive Beneficiaries and may specify the proportionate
distribution to each Beneficiary. If a Beneficiary shall survive
the Participant, but shall die before the entire benefit payable to
such Beneficiary has been distributed, then absent any other
provision by the Participant, the unpaid amount of such benefit
shall be distributed to the estate of the deceased Beneficiary. If
multiple Beneficiaries are designated, absent provisions by the
Participant, those named or the survivors of them shall share
equally any benefits payable under the Plan. Any Beneficiary,
including the Participant's spouse, shall be entitled to disclaim
any benefit otherwise payable to him under the Plan.
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ARTICLE VII
Payment of Benefits
6.1 Time and Form of Payment.
6.1(a) The portion of a Participant's Accrued Benefit attributable to his
Deferral Contributions for a Plan Year shall be payable to the
Participant at the time and in the manner elected by the
Participant or otherwise provided in his Deferred Compensation
Election for such Plan Year or herein. The available time and form
of payment options are as follows: (i) Time of Payment - The
Participant shall have the following election choices:
(A) In the first month of the calendar quarter following the
calendar quarter of the earlier of the Participant's
retirement, disability or other cessation of employment
with the Employer.
(B) In a specified month and year, which generally must
provide for deferral for the lesser of two (2) years or
until age sixty-five (65) and must be the first month of
a calendar quarter, whether or not the Participant has
ceased to be employed by the Employer.
(C) At the later of (A) or (B). (D) At the earlier of (A) or
(B).
Notwithstanding the foregoing, if the Participant ceases to be
an Employee on account of his voluntary resignation or his
termination by the Employer and the Participant is neither
considered to retire on a "Retirement Date" nor to be
"Disabled" for purposes of the Cadmus Pension Plan (as those
terms are defined for purposes of the Cadmus Pension Plan, as
amended from time to time, which plan is a defined benefit
plan maintained by the Plan Sponsor and qualified under
Section 401 of the Code), payment of the Participant's entire
Accrued Benefit shall be made in the first month of the
calendar quarter following the calendar quarter in which the
Participant's cessation of employment with the Employer
occurs.
(ii) Form of Payment - The only form of payment available is a lump
sum payment. Under this form of payment, the term "lump sum
payment" generally means a single payment of the entire or, as
applicable, the designated portion of the Accrued Benefit. In
the event an Accrued Benefit is to be paid in a lump sum
payment and the amount thereof has not been determined, the
Administrator is authorized to make one or more interim
payments prior to the time the amount of such lump sum
payment is finally determined.
Notwithstanding the foregoing, separate payment election shall
be made with respect to Deferral Contributions attributable to
Incentive Pay Compensation for the Plan Year ending June 30,
1996 and to Deferral Contributions attributable to 1996
Vacation Accrual Cashout Compensation.
6.1(b) If the Participant is deceased, payment of the Participant's entire
Accrued Benefit shall be made to his Beneficiary in a lump sum
payment (as defined in clause (ii) of subparagraph 6.1(a)) in the
first month of the calendar quarter following the calendar quarter
of the Participant's death.
6.1(c) Notwithstanding the time and form of benefit payment provisions of
subparagraph 6.1(a), in the sole discretion of the Administrator, a
Participant's Accrued Benefit may be cashed-out in a lump sum
payment (as defined in clause (ii) of subparagraph 6.1(a)) in the
first month of the calendar quarter following the calendar quarter
in which the Participant ceases to be employed by the Employer if,
at the time of cessation of employment, the Participant's Accrued
Benefit is not over $10,000.
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6.2 Benefit Determination and Payment Procedure.
6.2(a) The Administrator shall make all determinations concerning
eligibility for benefits under the Plan, the time or terms of
payment, and the form or manner of payment to the Participant or,
in the event of the death of the Participant, the Participant's
Beneficiary. The Administrator shall promptly notify the Employer
and, where payments are to be made by the Trustee from the Fund,
the Trustee of each such determination that benefit payments are
due and provide to the Employer and, where applicable, the Trustee
all other information necessary to allow the Employer or the
Trustee, as the case may be, to carry out said determination,
whereupon the Employer or the Trustee, as the case may be, shall
pay such benefits in accordance with the Administrator's
determination.
6.2(b) Benefit payments shall normally be made from the Fund to such
payee(s), in such amounts, at such times and in such manner as the
Administrator shall from time to time direct; provided, however,
that the Employer may advance any payment due subject to a right of
reimbursement from the Fund. The payor may reserve such reasonable
amount as it shall deem necessary, based upon information provided
by the Administrator upon which the payor may rely, to pay any
income or other taxes attributable to the payment or required to be
withheld from the payment. If any payment is returned unclaimed,
the payor shall notify the Administrator and shall dispose of the
payment as the Administrator shall direct.
6.2(c) Benefit payments normally shall be made in cash. However, the
benefit payee and the Administrator may mutually agree to make
in-kind distributions of assets held in the Fund if the sponsor of
the investment fund in question permits such in-kind distributions.
6.3 Payments to Minors and Incompetents. If a Participant or
Beneficiary entitled to receive any benefits hereunder is a minor
or is adjudged to be legally incapable of giving valid receipt and
discharge for such benefits, or is deemed so by the Administrator,
benefits will be paid to such person as the Administrator may
designate for the benefit of such Participant or Beneficiary. Such
payments shall be considered a payment to such Participant or
Beneficiary and shall, to the extent made, be deemed a complete
discharge of any liability for such payments under the Plan.
6.4 Distribution of Benefit When Distributee Cannot Be Located. The
Administrator shall make all reasonable attempts to determine the
identity and/or whereabouts of a Participant or a Participant's
spouse entitled to benefits under the Plan, including the mailing
by certified mail of a notice to the last known address shown on
the Employer's or the Administrator's records. If the
Administrator is unable to locate such a person entitled to
benefits hereunder, or if there has been no claim made for such
benefits, the benefit due such person shall continue to be held
under the Plan, subject to any applicable statute of escheats.
6.5 Claims Procedure.
6.5(a) A Participant or Beneficiary (the "claimant") shall have the right
to request any benefit under the Plan by filing a written claim for
any such benefit with the Administrator on a form provided by the
Administrator for such purpose. The Administrator shall give such
claim due consideration and shall either approve or deny it in
whole or in part. Within ninety (90) days following receipt of such
claim by the Administrator, notice of any approval or denial
thereof, in whole or in part, shall be delivered to the claimant or
his duly authorized representative or such notice of denial shall
be sent by mail to the claimant or his duly authorized
representative at the address shown on the claim form or such
individual's last known address. The aforesaid ninety (90) day
response period may be extended to one hundred eighty (180) days
after receipt of the
51
claimant's claim if special circumstances exist and if written
notice of the extension to one hundred eighty (180) days indicating
the special circumstances involved and the date by which a decision
is expected to be made is furnished to the claimant within ninety
(90) days after receipt of the claimant's claim. Any notice of
denial shall be written in a manner calculated to be understood by
the claimant and shall: (i) Set forth a specific reason or reasons
for the denial, (ii) Make specific reference to the pertinent
provisions of the Plan on which any denial of benefits is based,
(iii) Describe any additional material or information necessary for
the claimant to perfect the claim and explain why such
material or information is necessary, and
(iv) Explain the claim review procedure of subparagraph 6.5(b).
If a notice of approval or denial is not provided to the claimant
within the applicable ninety (90) day or one hundred eighty (180)
day period, the claimant's claim shall be considered denied for
purposes of the claim review procedure of subparagraph 6.5(b).
6.5(b) A Participant or Beneficiary whose claim filed pursuant to
subparagraph 6.5(a) has been denied, in whole or in part, may,
within sixty (60) days following receipt of notice of such denial,
or following the expiration of the applicable period provided for
in subparagraph 6.5(a) for notifying the claimant of the decision
on the claim if no notice of denial is provided, make written
application to the Administrator for a review of such claim, which
application shall be filed with the Administrator. For purposes of
such review, the claimant or his duly authorized representative may
review Plan documents pertinent to such claim and may submit to the
Administrator written issues and comments respecting such claim.
The Administrator may schedule and hold a hearing. The
Administrator shall make a full and fair review of any denial of a
claim for benefits and issue its decision thereon promptly, but no
later than sixty (60) days after receipt by the Administrator of
the claimant's request for review, or one hundred twenty (120) days
after such receipt if a hearing is to be held or if other special
circumstances exist and if written notice of the extension to one
hundred twenty (120) days is furnished to the claimant within sixty
(60) days after the receipt of the claimant's request for a review.
Such decision shall be in writing, shall be delivered or mailed by
the Administrator to the claimant or his duly authorized
representative in the manner prescribed in subparagraph 6.5(a) for
notices of approval or denial of claims, and shall:
(i) Include specific reasons for the decision,
(ii) Be written in a manner calculated to be understood by the
claimant, and
(iii) Contain specific references to the pertinent Plan provisions
on which the decision is based.
The Administrator's decision made in good faith shall be final.
ARTICLE VI
Withdrawals
7.1 Hardship Withdrawals.
7.1(a) In the event of any unforeseeable emergency and upon written
request of the Participant (or, if subsequent to his death, his
Beneficiary), the Administrator in its sole discretion may direct
the payment in one lump sum to the Participant or his Beneficiary
of all or any portion of the Participant's Accrued Benefit which
the Administrator determines is necessary to alleviate the
financial need related to the unforeseeable emergency.
52
7.1(b) For purposes hereof:
(i) An unforeseeable emergency shall be defined in a manner consistent
with the meaning ascribed thereto under Section 457 of the Code as
a severe financial hardship to the Participant (or, if subsequent
to his death, his Beneficiary) resulting from a sudden and
unexpected illness, accident or loss of property due to casualty,
or any other similar extraordinary and unforeseeable circumstance
arising as a result of events beyond the control of the
Participant (or, if subsequent to his death, his Beneficiary).
(ii) The existence of an unforeseeable emergency shall be determined by
the Administrator on the basis of the facts and circumstances of
each case, but, in any event, payment may not be made to the
extent that the hardship is or may be relieved: (A) Through
reimbursement or compensation by insurance or otherwise, (B) By
liquidation of the Participant's assets, to the extent such
liquidation would not itself cause a severe financial hardship, or
(C) By cessation of elective deferrals under the Plan.
(iii) Examples of what are not considered unforeseeable emergencies
include the need to send a Participant's child to college or the
desire to purchase a home.
7.2 No Other Withdrawals Permitted. No withdrawals or other distributions
shall be permitted except as provided in ARTICLE VI or paragraph 7.1.
ARTICLE VIII
Funding
8.1 Funding.
8.1(a) The undertaking to pay benefits hereunder shall be an unfunded
obligation payable solely from the general assets of the Employer
and, subject to the claims of the Employer's creditors, from each
Employer's portion of the Fund. Deferral Accounts shall be
maintained as book reserve accounts on the books of the Employer
solely for accounting purposes. The payment obligation hereunder
(whether on not payment is made from the Fund) with respect to the
Accrued Benefit attributable to Deferral Contributions made from
Compensation payable by one Employer shall be the liability of that
Employer only, but payment thereof shall be guaranteed by the Plan
Sponsor.
8.1(b) Nothing contained in the Plan or Trust Agreement and no action
taken pursuant to the provisions of the Plan or Trust Agreement
shall give any Participant or Beneficiary any right, title or
interest in any specific asset or assets of the Employer or the
Fund at any time or any priority of payment in the event of the
Employer's insolvency. To the extent that any person acquires a
right to receive payments from the Employer or the Fund under the
Plan, such rights shall be no greater than the right of any
unsecured general creditor of the Employer.
8.1(c) Subject to the other provisions of this paragraph, the Plan Sponsor
shall make, or cause to be made out of the Fund, the payment of all
benefits under the Plan. The Plan Sponsor may require contributions
by participating Employers be delivered to the Plan Sponsor at such
times (whether before, at or after the time of payment), in such
amounts and on such basis as it may from time to time determine in
order to defray the costs of benefits under and administration of
the Plan.
8.1(d) The Employer shall pay over Deferral Contributions to the Fund at
least monthly or at such other time or times as the Plan Sponsor
may direct. 10
53
8.2 Use of Trust.
8.2(a) Notwithstanding any provision herein to the contrary, the Plan
Sponsor may in its sole discretion direct the establishment and
holding of assets in the Fund pursuant to a Trust Agreement for the
purpose of providing benefits under the Plan.
8.2(b) The Employers acknowledge that any Trust Agreement, if established,
will be established by the Plan Sponsor (who may be referred to as
the Trust Sponsor in the Trust Agreement) for the benefit of all
participating Employers, that being a participating Employer in the
Plan automatically makes the Employer an Employer for purposes of
any Trust Agreement (unless the Trust Agreement otherwise
provides), and that any Trust Agreement may be amended by
appropriate action of the Plan Sponsor (without any action required
by the other participating Employers).
8.3 Fund Divisions.
8.3(a) It is contemplated that the Fund will be held in divisions
(sometimes referred to as "divisions of the Fund", "Fund divisions"
or "investments funds" herein) as hereinafter provided, and each
Participant's Accrued Benefit shall be subdivided to reflect its
deemed interest in each Fund division.
8.3(b) The Fund divisions which shall be maintained in the Fund are those
regulated investment companies, collective trust funds and/or other
pooled investment funds listed from time to time on Appendix A to
the Plan, each of which shall be treated as a separate Fund
division.
8.4 Participant Investment Directions. The Accrued Benefit of a Participant in
the Plan shall be divided or allocated to reflect the amount of each such
Participant's deemed interest in each Fund division as hereinafter
provided for the purpose of determining the earnings or loss to be
credited to his account, but any such direction shall not give the
Participant any right, title or interest in any specific asset or assets
of the Fund:
8.4(a) Upon becoming a Participant without a contribution investment
direction in force, a Participant may direct that his future
Directable Contributions be invested, in whole multiples of the
Permitted Direction Percentage (equalling one hundred percent
(100%) in the aggregate), in the Available Investment Funds by
filing a "contribution investment direction" with the Administrator
at such time.
8.4(b) In accordance with procedures established by the Administrator from
time to time:
(i) Contribution Investment Direction - A Participant may make a
"contribution investment direction" by directing that whole
multiples of the Permitted Direction Percentage (equalling one
hundred percent (100%) in the aggregate) of his future Directable
Contributions be invested in the Available Investment Funds. Any
such contribution investment direction shall be effected for
contributions made after commencement of participation or
contributions, as the case may be, and thereafter as of each
subsequent Contribution Investment Direction Change Date for which
such direction is timely delivered to the Administrator (or its
designee); and/or
(ii) Account Balance Investment Direction - A Participant (or, if
deceased, his Beneficiary) may make an "account balance investment
direction" by directing that whole multiples of the Permitted
Direction Percentage (equalling one hundred percent (100%) in the
aggregate) of his Directable Accounts be invested in the Available
Investment Funds. Any such account balance investment direction
shall be effective as of and for the Account Balance Investment
Direction Change Date for which such direction is timely delivered
to the Administrator (or its designee).
54
The Administrator (or its designee) generally will process
investment directions on a current basis after received, but shall
not be obligated to process any investment directions on a
retroactive basis.
8.4(c) If or to the extent a Participant (or if deceased, his Beneficiary)
has no investment direction in effect, his Directable Contributions
and Directable Accounts shall be invested in the Default Fund
designated on Appendix A.
8.4(d) For purposes of this paragraph:
(i) The term "Account Balance Investment Direction Change Date" means
each Valuation Date.
(ii) The term "Available Investment Funds" means the investment funds
listed in Appendix A to the Plan.
(iii) The term "Directable Accounts" means the entire Accrued
Benefit of the Participant.
(iv) The term "Directable Contributions" means contributions made by
the Participant
(v) The term "Contribution Investment Direction Change Date" means
each Valuation Date.
(vi) The term "Permitted Direction Percentage" means one percent (1%).
8.4(e) The Administrator may, on a uniform and non-discriminatory basis
from time to time, set or change the advance notice requirement for
effecting investment directions, may limit the number of investment
direction changes made in a Plan Year, may limit investment
directions, if any, which can be made by telephone, and generally
may change any of the investment direction procedures.
ARTICLE IX
Fiduciaries
9.1 Fiduciaries and Duties and Responsibilities. Authority to control and
manage the operation and administration of the Plan shall be vested in the
following persons or entities, who, together with their membership, if
any, shall be the fiduciaries under the Plan ("Fiduciaries") with those
powers, duties, and responsibilities specifically allocated to them by the
Plan:
9.1(a) Plan Administrator - The Plan Administrator in connection with its
fiduciary obligations and rights relating to the Plan and the Fund.
9.1(b) Plan Sponsor - The Plan Sponsor in connection with its fiduciary
obligations and rights relating to the Plan and the Fund.
9.1(c) Trustee - The Trustee, if any, in connection with its fiduciary
obligations and rights relating to the Fund.
55
9.2 Limitation of Duties and Responsibilities of Fiduciaries. The duties
and responsibilities, and any liability therefor, of the Fiduciaries
provided for in paragraph 9.1 shall be severally limited to the duties
and responsibilities specifically allocated to each such Fiduciary in
accordance with the terms of the Plan, and there shall be no joint duty,
responsibility, or liability among any such groups of Fiduciaries in the
control and management of the operation and administration of the Plan.
9.3 Service by Fiduciaries in More Than One Capacity. Any person or group
of persons may serve in more than one Fiduciary capacity with respect to
the Plan.
9.4 Allocation or Delegation of Duties and Responsibilities by
Fiduciaries. By written agreement filed with the Administrator and the
Plan Sponsor, any duties and responsibilities of any Fiduciary may be
allocated among Fiduciaries or may be delegated to persons other than
Fiduciaries. Any written agreement shall specifically set forth the
duties and responsibilities so allocated or delegated, shall contain
reasonable provisions for termination, and shall be executed by the
parties thereto.
9.5 Assistance and Consultation. A Fiduciary, and any delegate named
pursuant to paragraph 9.4, may engage agents to assist in its duties and
may consult with counsel, who may be counsel for the Employer, with
respect to any matter affecting the Plan or its obligations and
responsibilities hereunder, or with respect to any action or proceeding
affecting the Plan.
9.6 Compensation and Expenses. All compensation and expenses of the
Fiduciaries and their agents and counsel shall be paid or reimbursed by
the Employer on such basis as the Plan Sponsor shall determine; provided,
however, that each person or committeeman serving as a Fiduciary shall
serve without compensation for such service unless otherwise determined
by the Plan Sponsor or, in the case of the Trustee, unless otherwise
provided in the Trust Agreement.
9.7 Indemnification. The Employer, on such basis as the Plan Sponsor
shall determine, shall indemnify and hold harmless any individual who is
an employee of the Employer or an Affiliate and who is a Fiduciary or a
member of a Fiduciary under the Plan and any other individual who is an
employee of the Employer or an Affiliate and to whom duties of a
Fiduciary are delegated pursuant to paragraph 9.4, to the extent
permitted by law, from and against any liability, loss, cost or expense
arising from their good faith action or inaction in connection with their
responsibilities under the Plan. ARTICLE X Plan Administrator
10.1 Appointment of Plan Administrator. The Plan Sponsor may appoint one
or more persons to serve as the Plan Administrator (the "Administrator")
for the purpose of carrying out the duties specifically imposed on the
Administrator by the Plan and the Code. In the event more than one person
is appointed, the persons shall form a committee for the purpose of
functioning as the Administrator of the Plan. The person or committeemen
serving as Administrator shall serve for indefinite terms at the pleasure
of the Plan Sponsor, and may, by thirty (30) days prior written notice to
the Plan Sponsor, terminate such appointment. The Plan Sponsor shall
inform the Trustee of any such appointment or termination, and the
Trustee may assume that any person appointed continues in office until
notified of any change.
10.2 Plan Sponsor as Plan Administrator. In the event that no Administrator is
appointed or in office pursuant to paragraph 10.1, the Plan Sponsor shall
be the Administrator.
10.3 Procedure if a Committee. If the Administrator is a committee, it
shall appoint from its members a Chairman and a Secretary. The Secretary
shall keep records as may be necessary of the acts and resolutions of
such committee and be prepared to furnish reports thereof to the Plan
Sponsor and the Trustee. Except as otherwise provided, all instruments
executed on behalf of such committee may be executed by its Chairman or
Secretary, and the Trustee may assume that such committee, its Chairman
or Secretary are the persons who were last designated as such to them in
writing by the Plan Sponsor or its Chairman or Secretary.
56
10.4 Action by Majority Vote if a Committee. If the Administrator is a
committee, its action in all matters, questions and decisions shall be
determined by a majority vote of its members qualified to act thereon.
They may meet informally or take any action without the necessity of
meeting as a group.
10.5 Appointment of Successors. Upon the death, resignation or removal of a
person serving as, or on a committee which is, the Administrator, the
Employer may, but need not, appoint a successor.
10.6 Duties and Responsibilities of Plan Administrator. The Administrator shall
have the following duties and responsibilities under the Plan:
10.6(a) The Administrator shall be responsible for the fulfillment of all
relevant reporting and disclosure requirements set forth in the
Plan, the Code and the Act the distribution thereof to
Participants and their Beneficiaries and the filing thereof with
the appropriate governmental officials and agencies.
10.6(b) The Administrator shall maintain and retain necessary records
respecting its administration of the Plan and matters upon which
disclosure is required under the Plan, the Code and the Act.
10.6(c) The Administrator shall make any elections for the Plan required
to be made by it under the Plan, the Code and the Act.
10.6(d) The Administrator is empowered to settle claims against the Plan
and to make such equitable adjustments in a Participant's or
Beneficiary's rights or entitlements under the Plan as it deems
appropriate in the event an error or omission is discovered or
claimed in the operation or administration of the Plan.
10.6(e) The Administrator may construe the Plan, correct defects, supply
omissions or reconcile inconsistencies to the extent necessary to
effectuate the Plan and such action shall be conclusive.
10.7 Power and Authority. The Administrator is hereby vested with all the power
and authority necessary in order to carry out its duties and
responsibilities in connection with the administration of the Plan imposed
hereunder. For such purpose, the Administrator shall have the power to
adopt rules and regulations consistent with the terms of the Plan.
10.8 Availability of Records. The Employer and the Trustee shall, at the
request of the Administrator, make available necessary records or other
information they possess which may be required by the Administrator in
order to carry out its duties hereunder.
10.9 No Action with Respect to Own Benefit. No Administrator who is a
Participant shall take any part as the Administrator in any discretionary
action in connection with his participation as an individual. Such action
shall be taken by the remaining Administrator, if any, or otherwise by the
Plan Sponsor.
57
ARTICLE XI
Amendment and Termination of Plan
11.1 Amendment or Termination of the Plan.
11.1(a) The Plan may be terminated at any time by the Board. The Plan may
be amended in whole or in part from time to time by the Board
effective as of any date specified. No amendment or termination
shall operate to decrease a Participant's vested Accrued Benefit
as of the earlier of the date on which the amendment or
termination is approved by the Board or the date on which an
instrument of amendment or termination is signed on behalf of the
Plan Sponsor. No amendment shall increase the Trustee's duties or
obligations or decrease its compensation unless contained in an
amendment of, or document expressly pertaining to, the Trust
Agreement which includes the Trustee's written consent or for
which the Trustee's written consent is separately obtained. Any
such termination of or amendment to the Plan may provide for the
acceleration of payment of benefits under the Plan to one or more
Participants or Beneficiaries. Any such termination of or
amendment to the Plan shall be in writing and shall be adopted
pursuant to action by the Board (including pursuant to any
standing authorization for any officer, director or committee to
adopt amendments) in accordance with its applicable procedures,
including where applicable by majority vote or consent in writing.
11.1(b) In addition, and as an alternative, to amendment of the Plan by
action of the Board, but subject to the limitations on amendment
contained in subparagraph 11.1(a), the Chief Executive Officer of
the Plan Sponsor shall be and is hereby authorized to adopt on
behalf of the Board and to execute any technical amendment or
amendments to the Plan which in the opinion of counsel for the
Plan Sponsor are required by law and are deemed advisable by the
Chief Executive Officer of the Plan Sponsor and to so adopt and
execute any other discretionary amendment or amendments to the
Plan which are deemed advisable by the Chief Executive Officer of
the Plan Sponsor so long as any such amendments do not, in view of
the Chief Executive Officer of the Plan Sponsor, materially
increase costs of the Plan to the Employer. 11.1(c) Termination of
the Plan shall mean termination of active participation by
Participants, but shall not mean immediate payment of all Accrued
Benefits unless the Plan Sponsor so directs. On termination of the
Plan, the Board of the Plan Sponsor may provide for the
acceleration of payment of the Accrued Benefits of all affected
Participants on such basis as it may direct.
11.2 Effect of Employer Merger, Consolidation or Liquidation.
Notwithstanding the foregoing provisions of this ARTICLE XI, the merger
or liquidation of any Employer into any other Employer or the
consolidation of two (2) or more of the Employers shall not cause the
Plan to terminate with respect to the merging, liquidating or
consolidating Employers, provided that the Plan has been adopted or is
continued by and has not terminated with respect to the surviving or
continuing Employer.
ARTICLE XII
Miscellaneous
12.1 Headings. The headings in the Plan have been inserted for convenience of
reference only and are to be ignored in any construction of the provisions
hereof.
12.2 Gender and Number. In the construction of the Plan, the masculine shall
include the feminine or neuter and the singular shall include the plural
and vice-versa in all cases where such meanings would be appropriate.
12.3 Governing Law. The Plan and the Fund shall be construed, enforced
and administered in accordance with the laws of the Commonwealth of
Virginia, and any federal law pre-empting the same. Unless federal law
specifically addresses the issue, federal law shall not pre-empt
applicable state law preventing an individual or person claiming through
him from acquiring property or receiving benefits as a result of the
death of a decedent where such individual caused the death. 58
12.4 Employment Rights. Participation in the Plan shall not give any employee
the right to be retained in the Employer's employ nor, upon dismissal or
upon his voluntary termination of employment, to have any right or
interest in the Fund other than as herein provided.
12.5 Conclusiveness of Employer Records. The records of the Employer with
respect to age, service, employment history, compensation, absences,
illnesses and all other relevant matters shall be conclusive for purposes
of the administration of the Plan.
12.6 Right to Require Information and Reliance Thereon. The Plan Sponsor
and the Administrator shall have the right to require any Participant,
Beneficiary or other person receiving benefit payments to provide it with
such information, in writing, and in such form as it may deem necessary
to the administration of the Plan and may rely thereon in carrying out
its duties hereunder. Any payment to or on behalf of a Participant or
Beneficiary in accordance with the provisions of the Plan in good faith
reliance upon any such written information provided by a Participant or
any other person to whom such payment is made shall be in full
satisfaction of all claims by such Participant and his Beneficiary; and
any payment to or on behalf of a Beneficiary in accordance with the
provisions of the Plan in good faith reliance upon any such written
information provided by such Beneficiary or any other person to whom such
payment is made shall be in full satisfaction of all claims by such
Beneficiary.
12.7 Alienation and Assignment. The interests of each Participant under the
Plan are not subject to claims of the Participant's creditors; and neither
the Participant, nor his Beneficiary, shall have any right to sell,
assign, transfer or otherwise convey the right to receive any payments
hereunder or any interest under the Plan, which payments and interest are
expressly declared to be non-assignable and non-transferable.
12.8 Notices and Elections.
12.8(a) Except as provided in subparagraph 12.8(b), all notices required
to be given in writing and all elections, consents, applications
and the like required to be made in writing, under any provision
of the Plan, shall be invalid unless made on such forms as may be
provided or approved by the Administrator and, in the case of a
notice, election, consent or application by a Participant or
Beneficiary, unless executed by the Participant or Beneficiary
giving such notice or making such election, consent or
application.
12.8(b) Subject to limitations under applicable provisions of the Code or
the Act (such as the requirement that spousal consent be in
writing), the Administrator is authorized in its discretion to
accept other means for receipt of effective notices, elections,
consent and/or application by Participants and/or Beneficiaries,
including but not limited to interactive voice systems, on such
basis and for such purposes as it determines from time to time.
12.9 Delegation of Authority. Whenever the Plan Sponsor or any Employer is
permitted or required to perform any act, such act may be performed by its
Chief Executive Officer, its President or its Board of Directors or by any
other person duly authorized by any of the foregoing.
12.10 Service of Process. The Administrator shall be the agent for service of
process on the Plan.
12.11 Construction. This Plan and the Fund are created for the exclusive
benefit of Eligible Employees of the Employer and their Beneficiaries and
shall be interpreted and administered in a manner consistent with their
being an unfunded deferred compensation plan maintained for a select group
of management or highly compensated employees (sometimes referred to as a
"top-hat" plan) described in Sections 201(2), 301(a)(3) and 401(a)(1) of
the Act. If the fund is maintained pursuant to a Trust Agreement, it is
intended to be a grantor trust, of which the Plan Sponsor or, if so
provided, the Employer is the grantor, within the meaning of subpart E,
part I, subchapter J, chapter 1, subtitle A of the Code, and shall be
construed accordingly.
59
ARTICLE XIII
Participation by Additional Employers
13.1 Adoption by Additional Employers. Any Affiliate with employees covered by
the Plan Sponsor's executive compensation plan shall automatically be
considered to adopt and participate in the Plan, unless otherwise
expressly provided by the Plan Sponsor.
13.2 Termination Events with Respect to Employers Other Than the Plan Sponsor.
13.2(a) The Plan shall terminate with respect to any Employer other than
the Plan Sponsor, and such Employer shall automatically cease to
be a participating Employer in the Plan, upon the happening of any
of the following events:
(i) The Employer's ceasing to have employees covered by the Plan
Sponsor's executive compensation plan
(ii) The Employer's ceasing to be an Affiliate.
(iii) Action by the Board or Chief Executive Officer of the Plan
Sponsor terminating an Employer's participation in the Plan
and specifying the date of such termination. Notice of such
termination shall be delivered to the Administrator and the
former participating Employer.
13.2(b) Termination of the Plan with respect to any Employer shall mean
termination of active participation of the Participants employed
by such Employer, but shall not mean immediate payment of all
Accrued Benefits with respect to the Employees of such Employer
unless the Plan Sponsor so directs. On termination of the Plan
with respect to any Employer, the Board of the Plan Sponsor may
provide for the acceleration of payment of the Accrued Benefits of
all affected Participants of that former participating Employer on
such basis as it may direct.
IN WITNESS WHEREOF, the Plan Sponsor and each other participating
Employer, pursuant to the resolution duly adopted by its Board, has caused
this Plan to be signed on its behalf by its duly authorized officer or
member of its Board of Directors as of this 20 day of June, 1995.
CADMUS COMMUNICATIONS CORPORATION,
Plan Sponsor and participating Employer
By: C. S. Gillispie, Jr.
--------------------------------------
(SEAL)
Its Chairman & Chief Executive Officer
60
CADMUS DEFERRED COMPENSATION PLAN
Appendix A
(As of April 1, 1996)
List of Available Investment Funds
A-1.1 Available Investment Funds. The Available Investments Funds, each of which
shall be considered a separate Fund division, are the following regulated
investment companies and/or collective trust funds sponsored by T. Rowe Price
Associates, Inc. or any of its affiliates (sometimes referred to as the "T. Rowe
Price investment funds" or "T. Rowe Price Fund divisions"):
(i) T. Rowe Price Prime Reserve Fund (replacing the T. Rowe Price Stable
Value Fund).
(ii) T. Rowe Price Balanced Fund.
(iii) T. Rowe Price Equity Index Fund.
(iv) T. Rowe Price International Stock Fund.
(v) T. Rowe Price Growth Stock Fund.
(vi) T. Rowe Price Small-Cap Value Fund.
(vii) T. Rowe Price U.S. Treasury Intermediate Fund (first available
April 1, 1996).
(viii) T. Rowe Price New Horizons Fund (first available April 1,
1996).
A-1.2 Default Fund. The Default Fund is the T. Rowe Price Balanced Fund.
61